Graham v. Antero Resources Corp.

MEMORANDUM OPINION AND ORDER GRANTING DEFENDANT'S
MOTION FOR SUMMARY JUDGMENT, DENYING PLAINTIFF'S MOTION
FOR EXTENSION OF TIME TO COMPLETE DISCOVERY AND DENYING AS
MOOT PENDING MOTIONS IN LIMINE

FREDERICK P. STAMP, JR. UNITED STATES DISTRICT JUDGE

I.
Procedural History

The
plaintiff originally filed this civil action in the Circuit
Court of Ritchie County, West Virginia. Thereafter, the
defendant removed the action to this Court based on diversity
jurisdiction. The plaintiff is Luscious Graham, who alleges
that she owns a portion of the mineral rights underlying land
known as the “Belle Unit” in Ritchie County, West
Virginia. The defendant is Antero Resources Corporation, a
Delaware corporation that engages in the drilling and
production of oil and gas wells in West Virginia and other
states. The defendant obtained the required permits and
drilled three horizontal oil and gas wells on the Belle Unit:
A.P.I. Nos. 47-085-10027 (“Belle Unit 1H”),
47-085-10028 (“Belle Unit 2H”), and 47-085-10029
(“Belle Unit 3H”).

The
plaintiff asserts two counts in her complaint. Count I of the
complaint alleges that the defendant drilled the wells
without the plaintiff's permission and thereby is liable
for trespass. The plaintiff also claims in Count I that the
defendant is liable for theft and conversion of her interest
in the mineral rights because the defendant has produced and
marketed petroleum from the wells without her consent. Count
II of the complaint asserts that, after the defendant
obtained the permits for drilling, the plaintiff signed three
joint operating agreements (“JOAs”) under threats
of litigation and without a meeting of the minds. The JOAs
contemplate the defendant's working interest in the Belle
Unit at 99.08314% and the plaintiff's working interest at
0.91686%. The plaintiff also asserts in Count II that the
defendant has refused to provide her the accountings she
requested after signing the JOAs.

The
defendant's answer asserts a counterclaim against the
plaintiff. The counterclaim asks the Court to enter a
declaration of the rights and obligations of the parties in
the three Belle Unit wells under the plain language of the
JOAs. Specifically, the counterclaim asks the Court to
declare that the plaintiff is a Non-Consenting Party as to
each well, that the plaintiff's mineral interest is
leased to the defendant as to each well, and that the
defendant has the right to operate each well according to the
terms and conditions set forth in the respective JOAs.
Accordingly, the counterclaim requests that the Court release
and discharge the defendant from all liability relating to
this dispute.

The
plaintiff filed a motion to remand on March 2, 2016, alleging
a lack of diversity. The Court subsequently ordered limited
discovery and supplemental briefing as to jurisdiction. The
Court found that it had jurisdiction and denied the
plaintiff's motion to remand on July 24, 2016.

The
defendant timely served its initial disclosures and then
filed a motion to compel the plaintiff's initial
disclosures. Magistrate Judge Michael John Aloi granted the
defendant's motion to compel on September 22, 2016. On
October 5, 2016, the defendant served discovery requests on
the plaintiff, and the plaintiff did not serve any responses
to those requests, which were due on November 7, 2016. The
plaintiff did not serve any discovery requests on the
defendant, and the discovery deadline was November 30, 2016.
The plaintiff filed a motion to extend the time to complete
discovery on November 22, 2016.

At
issue in this memorandum opinion are (1) the defendant's
motion for summary judgment (ECF No. 56); (2) the
plaintiff's motion for extension of time to complete
discovery (ECF No. 54); and (3) the defendant's motions
in limine (ECF Nos. 66-73). For the reasons set forth below,
the defendant's motion for summary judgment is granted,
the plaintiff's motion for extension of time to complete
discovery is denied, and the defendant's remaining
motions in limine are denied as moot.

II.
Facts

The
parties have now filed the following documents that are at
issue in this memorandum opinion and order: (1) the defendant
filed a motion for summary judgment (ECF No. 56); (2) the
plaintiff filed a motion for extension of time to complete
discovery (ECF No. 54); and (3) the defendant filed several
motions in limine (ECF Nos. 66-73). The motion for summary
judgment and motion for extension of time to complete
discovery are discussed below. Regarding the motions in
limine, those are discussed later in this memorandum opinion.

A.
Defendant's Motion for Summary Judgment

The
defendant argues that this Court should grant its motion for
summary judgment as to both Count I and Count II of the
complaint. As to Count I, the defendant argues that the Court
should grant the motion because it entered into the three
JOAs with the plaintiff for each of the three wells on the
Belle Unit. Specifically, the defendant argues that there was
no trespass or conversion because the plaintiff agreed to
lease her mineral rights to the defendant under the JOAs. The
defendant further argues that the plaintiff defaulted on her
working interest by failing to make payments under the JOAs
and is now thus a Non-Consenting Party. The defendant asserts
that, by signing the JOAs and electing to participate in the
drilling operations, the plaintiff was obligated to advance
her proportionate share of the costs of the operations.
Because she failed to make the payments and is now a
Non-Consenting Party, the defendant states that, under the
terms of the JOAs, she is entitled only to a one-eighth
royalty for her mineral interest, which is treated as leased
to the defendant.

As to
Count II, the defendant argues that the plaintiff is not
entitled to an accounting because she was deemed a
Non-Consenting Party after defaulting on her share of the
drilling costs. The defendants explains that, under the terms
of the JOAs, a Non-Consenting Party is not entitled to
receive information on the drilling operations. Lastly, the
defendant argues that the Court should enter a declaration of
the rights and obligations of the parties under the plain
language of the JOAs as pled in the defendant's
counterclaim.

The
plaintiff then filed her response in opposition. ECF No. 64.
The plaintiff attached an affidavit to her response
explaining that she has been able to conduct only limited
discovery thus far because her child was killed in a shooting
accident during the time discovery responses were due. She
also states in the affidavit that she has since filed late
responses and that she does not share the defendant's
understanding of the terms of the JOAs. In the response in
opposition, she argues that the facts of the case are as set
forth in her complaint and the affidavit attached to the
response, and that those facts are contrary to the facts set
forth in the defendant's motion for summary judgment. The
plaintiff argues that the motion for summary judgment should
be denied because of the parties' contrary statements of
facts and because the defendant's argument centers around
“blithe acceptance” of the terms of the JOAs.

The
defendant timely filed a reply. ECF No. 65. The defendant
states in its reply that the plaintiff's response was not
timely and that the plaintiff has also ignored other filing
and scheduling order deadlines. The defendant further states
that the plaintiff has not presented sufficient evidence to
create a genuine issue of material fact. In support of that
argument, the defendant notes that the plaintiff's
answers to the defendant's requests for admission contain
only a one-line blanket denial, which is insufficient as a
matter of law and deems the matters asserted in the requests
admitted and conclusively established. The defendant also
cites case law in support of its argument that the plaintiff
cannot undo her default admissions with her later untimely
answers in part because they cannot be construed as a
“motion” to withdraw the default admissions. Even
if the Court were to construe the untimely answers as a
motion to withdraw the deemed admissions, the defendant
argues that the motion could not be granted because doing so
would prejudice the defendant and not promote presentation of
the merits.

B.
Plaintiff's Motion for Extension of Time to Complete
Discovery

The
plaintiff filed her motion for extension of time to complete
discovery on November 22, 2016. The discovery deadline set
forth in the Court's scheduling order was November 30,
2016. The plaintiff argues that she has been unable to
respond to the defendant's discovery requests for
personal and logistic reasons. The plaintiff also states that
the defendant had informally agreed to provide the plaintiff
with certain discovery documents and did not do so in a
satisfactory manner, which will require the plaintiff to
obtain the requested information in a much more lengthy and
time-consuming manner. Lastly, the plaintiff asserts that
neither party will be able to adequately prepare for trial
without an extension of the discovery deadlines.

The
defendant filed a response in opposition to the
plaintiff's motion on December 5, 2016. The defendant
argues that the plaintiff has not shown good cause to amend
the scheduling order to extend discovery deadlines as
required by Federal Rule of Civil Procedure 16(b)(4). The
plaintiff cited three reasons for her motion to extend
discovery deadlines. As to the plaintiff's first basis
that she has been unable to respond to discovery requests for
personal and logistic reasons, the defendant argues that the
assertion fails to explain why the plaintiff did not request
additional time sooner and also fails to specify what
additional discovery is necessary and how long it will take.
The defendant also argues that, under Federal Rule of Civil
Procedure 36, the matters asserted in the defendant's
requests for admission are deemed admitted and conclusively
established.

The
plaintiff's second basis was that she and the defendant
had an informal agreement to provide documents. To this
basis, the defendant argues that it voluntarily provided the
plaintiff with an accounting of the actual costs for the
Belle Unit wells and the plaintiff never indicated that she
was dissatisfied with the accounting or attempted to obtain
additional discovery. The plaintiff's last basis for an
extension of discovery deadlines is that neither party will
be able to prepare adequately for trial without an extension.
The defendant responds to this argument by stating that the
plaintiff has not been able to point to a genuine issue of
material fact for trial after several months of discovery and
the plaintiff's admissions provide conclusive evidence
that the defendant is entitled to summary judgment.

The
defendant also asserts that the plaintiff did not contact the
defendant to determine three possible alternate deadlines
before filing the motion as required by Local Rule of Civil
Procedure 16.01(f)(1).

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